ISS said it believes the election of new directors is necessary to
provide a compelling mandate and sends the Board a far stronger signal
from the stockholders to effect meaningful change than electing the
Company’s two recently nominated replacement nominees.

“We are gratified that ISS agrees with us that the challenges facing
Barnes & Noble require the independent leadership and experience
Yucaipa’s three highly-qualified nominees will bring to the Board,” said
a Yucaipa spokesperson. “As the Company’s largest independent
stockholder, we have said all along that we believe Barnes & Noble is
significantly undervalued and that the right changes can unlock
significant value for the benefit of all stockholders. Yucaipa’s role
over the past year has prompted Barnes & Noble to respond with some
necessary first steps, including commencing a strategic alternatives
review, but our job is not yet done. We look forward to working
constructively with the Board to improve the Company’s corporate
governance and make other value enhancing changes.”

In making its recommendations to vote “FOR” all three of Yucaipa’s
director nominees, ISS cited multiple factors, including: Barnes &
Noble’s history of poor performance, analysts’ lack of confidence in
management’s ability to achieve its targets, corporate governance
concerns regarding the Company’s employment relationships with Leonard
and Stephen Riggio, concerns about the independence of the current
Board, and questions over the rationale for the 2009 acquisition of
Barnes & Noble College Booksellers from Chairman Leonard Riggio.

ISS also noted that the Company’s bonus payments to certain executives
effectively “severs the relationship between pay and performance,
thereby creating a misalignment between executive pay and the creation
of shareholder value which is antithetical to the company's stated
intention to ‘align performance-based annual bonuses with the interests
of stockholders.’”

In recommending that stockholders vote Yucaipa’s GOLD proxy card “FOR”
all three of Yucaipa’s nominees, ISS said, “based on BKS’ deteriorating
operating performance, poor shareholder return, less-than-enthusiastic
analyst recommendations, inadequate transparency into and disclosure on
a very large related-party transaction which appears to have exacerbated
performance problems, and significant concerns about unusual pay
practices, we believe the dissidents have demonstrated a compelling case
that change in the BKS board is warranted.”

In recommending that stockholders vote “FOR” Yucaipa’s poison pill
amendment stockholder proposal, ISS questioned the rationale for a
special stock ownership level for Leonard Riggio. ISS also said that
voting Yucaipa’s GOLD proxy card “FOR” Yucaipa’s proposal to amend the
poison pill would send the Board a strong message that any pill the
stockholders are asked to approve in November be enhanced to forestall
ANY attempts at creeping control, including attempts by corporate
insiders.

According to ISS: “If the purpose of the pill was, as the company has
suggested, to prevent a shareholder from taking ‘creeping control’ of
the company, it has already demonstrably failed to forestall steps
toward that end by the board’s own chairman, to whose ambitions the
board was apparently insufficiently attentive.” In commenting on Leonard
Riggio’s recent use of a poison pill loophole to exercise of
out-of-the-money stock options, ISS further noted: “As exercising
out-of-the-money options is economically irrational, one is left with
the conclusion it was a bald attempt simply to increase control over the
outcome of any shareholder vote.”

Yucaipa also said, “We nominated our three highly qualified nominees to
give Barnes & Noble stockholders a real choice and a way to send a
message of accountability to the incumbent directors and management. Our
three director nominees – Ronald W. Burkle, Stephen F. Bollenbach and
Michael S. McQuary – offer a wealth of real world retail, corporate
governance and technology experience that we believe can truly benefit
the Company and its stockholders. Our stockholder proposal to amend the
poison pill allows Barnes & Noble stockholders to vote our GOLD proxy
card to send a clear message that the status quo, including special
rules and treatment for the Riggio family, is unacceptable.”

Yucaipa also said it remains concerned that, without more independent
directors, the Company’s strategic alternatives review may falter or be
just the first step toward another related party transaction with
Chairman Leonard Riggio, who has announced he may try to buy the Company.

“We think Barnes & Noble stockholders deserve new, independent directors
to ensure the strategic alternatives review process is fair and
legitimate,” said the Yucaipa spokesperson. “We also believe the
election of our three highly qualified nominees will let potential
bidders for the Company know they will have a real opportunity on a
level playing field.”

“Our message for stockholders is simple: It’s about fairness, ensuring a
meaningful strategic review process on a level playing field, a
proactive belief in good corporate governance, and giving all Barnes &
Noble stockholders a voice in the direction of the company they own.”

With more than 20 years’ experience, Institutional Shareholder Services
provides comprehensive proxy research to some of the world’s largest and
most important financial institutions.

Yucaipa American Alliance Fund II, L.P. and Yucaipa American Alliance
(Parallel) Fund II, L.P. (collectively, "Yucaipa") have
filed a definitive proxy statement and related materials with the
Securities and Exchange Commission (“SEC”) in connection with
Yucaipa’s solicitation of proxies to elect its nominees to the Barnes &
Noble Board of Directors and to approve its proposal to amend Barnes &
Noble’s poison pill at the 2010 Annual Meeting of Stockholders. Barnes &
Noble stockholders should read Yucaipa’s definitive proxy statement and
its other publicly-filed proxy materials as they become available,
because they contain important information. Information regarding the
direct and indirect interests of Yucaipa and each other participant in
the solicitation of proxies by Yucaipa are included in Yucaipa’s proxy
materials filed with the SEC. Yucaipa’s proxy materials may be accessed
without charge at the SEC’s website at www.sec.gov
and at www.viewourmaterial.com/BKS.
Stockholders who need assistance voting their shares may contact
MacKenzie Partners, Inc., Yucaipa's proxy solicitor by calling (800)
322-2885 or e-mailing bks@mackenziepartners.com.

The Yucaipa Companies is a premier investment firm that has established
a record of fostering economic value through the growth and responsible
development of companies. Since its founding in 1986, the firm has
completed mergers and acquisitions valued at more than $30 billion. As
an investor, Yucaipa works with management to strategically reposition
businesses and implement operational improvements, resulting in value
creation for investors.